EXHIBIT 10.15


 


THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE
UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON
STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR
SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE
REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE
STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.


 


Right to Purchase up to
26,350,000 Shares of Common Stock of


 


MICRO COMPONENT TECHNOLOGY,
INC.


 


(subject to adjustment as
provided herein)


 


COMMON
STOCK PURCHASE WARRANT


 


	
  No.

  	
   

  	
   

  	
  Issue Date: July 31, 2008

  



 


MICRO
COMPONENT TECHNOLOGY, INC., a corporation organized under the laws of the State
of Minnesota (the “Company”),
hereby certifies that, for value received, VALENS OFFSHORE SPV I, LTD., or
assigns (the “Holder”), is entitled, subject to
the terms set forth below, to purchase from the Company (as defined herein)
from and after the Issue Date of this Warrant and at any time or from time to
time before 5:00 p.m., New York time, through the close of business July 31,
2018 (the “Expiration Date”), up to
26,350,000 fully paid and non-assessable shares of Common Stock (as hereinafter
defined), $0.01 par value per share, at the applicable Exercise Price per share
(as defined below).  The number and
character of such shares of Common Stock and the applicable Exercise Price per
share are subject to adjustment as provided herein.


 


As
used herein the following terms, unless the context otherwise requires, have
the following respective meanings:


 


20.           Common Stock”
means (i) the Company’s Common Stock, par value $0.01 per share; and (ii) any
other securities into which or for which any of the securities described in the
preceding clause (i) may be converted or exchanged pursuant to a plan of
recapitalization, reorganization, merger, sale of assets or otherwise.


 


1

















 


21.           “Company” means
Micro Component Technology, Inc. and any person or entity which shall
succeed, or assume the obligations of, Micro Component Technology, Inc.
hereunder.


 


22.           “Exercise Price”
means a price of $0.01 per share.


 


23.           “Other Securities”
means any stock (other than Common Stock) and other securities of the Company
or any other person (corporate or otherwise) which the Holder at any time shall
be entitled to receive, or shall have received, on the exercise of this
Warrant, in lieu of or in addition to Common Stock, or which at any time shall
be issuable or shall have been issued in exchange for or in replacement of
Common Stock or Other Securities pursuant to Section 4 or otherwise.


 


24.           “Purchase Agreement”
means the Securities Purchase Agreement dated as of the date hereof among the
Company, the Holder, the other Purchasers (as defined therein) from time to
time party thereto and LV Administrative Services, Inc., as administrative
and collateral agent for the Purchasers (as defined therein), as amended,
modified, restated and/or supplemented from time to time.


 


Exercise of Warrant.


 


Number of Shares Issuable upon Exercise. 
From and after the date hereof through and including the Expiration
Date, the Holder shall be entitled to receive, upon exercise of this Warrant in
whole or in part, by delivery of an original or fax copy of an exercise notice
in the form attached hereto as Exhibit A (the “Exercise
Notice”), shares of Common Stock of the Company, subject to
adjustment pursuant to Section 4.


 


Fair Market Value.  For purposes
hereof, the “Fair Market Value” of a share of Common Stock as of a particular
date (the “Determination Date”) shall mean:


 


If the Company’s Common Stock is traded on a national
securities exchange then the closing or last sale price, respectively, reported
for the last business day immediately preceding the Determination Date.


 


If the Company’s Common Stock is not traded on a
national securities exchange but is traded on the OTC Bulletin Board, then the
mean of the average of the closing bid and asked prices reported for the last
business day immediately preceding the Determination Date.


 


Except as provided in clause (d) below, if the
Company’s Common Stock is not publicly traded, then as the Holder and the
Company agree or in the absence of agreement by arbitration in accordance with
the rules then in effect of the American Arbitration Association, before a
single arbitrator to be chosen from a panel of persons qualified by education
and training to pass on the matter to be decided.


 


If the Determination Date is the date of a
liquidation, dissolution or winding up, or any event deemed to be a
liquidation, dissolution or winding up pursuant to the Company’s charter, then
all amounts to be payable per share to holders of the Common Stock pursuant to
the charter in the event of such liquidation, dissolution or winding up, plus
all other amounts to be payable per share in respect of the Common Stock in
liquidation under the charter, assuming for the purposes of this clause (d) that
all of the shares of 


 


2

















 


Common Stock then issuable upon exercise of this
Warrant are outstanding at the Determination Date.


 


Company Acknowledgment.  The Company
will, at the time of the exercise of this Warrant, upon the request of the
Holder acknowledge in writing its continuing obligation to afford to the Holder
any rights to which the Holder shall continue to be entitled after such
exercise in accordance with the provisions of this Warrant.  If the Holder shall fail to make any such
request, such failure shall not affect the continuing obligation of the Company
to afford to the Holder any such rights.


 


Trustee for Warrant Holders. 
In the event that a bank or trust company shall have been appointed as trustee
for the Holder pursuant to Subsection 3.2, such bank or trust company shall
have all the powers and duties of a warrant agent (as hereinafter described)
and shall accept, in its own name for the account of the Company or such
successor person as may be entitled thereto, all amounts otherwise payable to
the Company or such successor, as the case may be, on exercise of this Warrant
pursuant to this Section 1.


 


Procedure for Exercise.


 


Delivery of Stock Certificates, Etc., on Exercise. 
The Company agrees that the shares of Common Stock purchased upon
exercise of this Warrant shall be deemed to be issued to the Holder as the
record owner of such shares as of the close of business on the date on which
this Warrant shall have been surrendered and payment made for such shares in
accordance herewith.  As soon as
practicable after the exercise of this Warrant in full or in part, and in any
event within three (3) business days thereafter, the Company at its
expense (including the payment by it of any applicable issue taxes) will cause
to be issued in the name of and delivered to the Holder, or as the Holder (upon
payment by the Holder of any applicable transfer taxes) may direct in
compliance with applicable securities laws, a certificate or certificates for the
number of duly and validly issued, fully paid and non-assessable shares of
Common Stock (or Other Securities) to which the Holder shall be entitled on
such exercise, plus, in lieu of any fractional share to which the Holder would
otherwise be entitled, cash equal to such fraction multiplied by the then Fair
Market Value of one full share, together with any other stock or other
securities and property (including cash, where applicable) to which the Holder
is entitled upon such exercise pursuant to Section 1 or otherwise.


 


Exercise.


 


Payment may be made either (i) in cash by wire
transfer of immediately available funds or by certified or official bank check
payable to the order of the Company equal to the applicable aggregate Exercise
Price, (ii) by delivery of this Warrant, or shares of Common Stock and/or
Common Stock receivable upon exercise of this Warrant in accordance with the
formula set forth in subsection (b) below, or (iii) by a combination
of any of the foregoing methods, for the number of shares of Common Stock
specified in such Exercise Notice (as such exercise number shall be adjusted to
reflect any adjustment in the total number of shares of Common Stock issuable
to the Holder per the terms of this Warrant) and the Holder shall thereupon be
entitled to receive the number of duly authorized, validly issued, fully-paid
and non-assessable shares of Common Stock (or Other Securities) determined as
provided herein.


 


Notwithstanding any provisions herein to the contrary,
if the Fair Market Value of one share of Common Stock is greater than the
Exercise Price (at the date of calculation as set forth below), in lieu of
exercising this Warrant for cash, the Holder may elect to receive 


 


3

















 


shares equal to the value (as determined below) of
this Warrant (or the portion thereof being exercised) by surrender of this
Warrant at the principal office of the Company together with the properly
endorsed Exercise Notice in which event the Company shall issue to the Holder a
number of shares of Common Stock computed using the following formula:


 


	
  X=

  	
   

  	
  Y(A-B)

  	
   

  
	
   

  	
   

  	
  A

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Where X =

  	
   

  	
  the number of
  shares of Common Stock to be issued to the Holder

  
	
   

  	
   

  	
   

  
	
  Y =

  	
   

  	
  the number of
  shares of Common Stock purchasable under this Warrant or, if only a portion
  of this Warrant is being exercised, the portion of this Warrant being
  exercised (at the date of such calculation)

  
	
   

  	
   

  	
   

  
	
  A =

  	
   

  	
  the Fair Market
  Value of one share of the Company’s Common Stock (at the date of such
  calculation)

  
	
   

  	
   

  	
   

  
	
  B =

  	
   

  	
  the Exercise
  Price per share (as adjusted to the date of such calculation)

  



 


Notwithstanding anything to the contrary set forth in Section 2.2(a) above,
to the extent that a registration statement registering all the shares of
Common Stock of the Company issuable upon exercise of this Warrant has been
declared effective by the Securities and Exchange Commission and remains
effective as of the date of the proposed exercise set forth in an Exercise
Notice, the Holder shall upon such proposed exercise, make payment to the
Company of each respective Exercise Price set forth in such Exercise Notice in
cash by wire transfer of immediately available funds or by certified or
official bank check only.


 


Effect of Reorganization, Etc.; Adjustment of Exercise
Price.


 


Reorganization, Consolidation, Merger, Etc. 
If there occurs any capital reorganization or any reclassification of
the Common Stock of the Company, the consolidation or merger of the Company
with or into another person (other than a merger or consolidation of the
Company in which the Company is the continuing entity and which does not result
in any reorganization or reclassification of its outstanding Common Stock) or
the sale or conveyance of all or substantially all of the assets of the Company
to another person, then, as a condition precedent to any such reorganization,
reclassification, consolidation, merger, sale or conveyance, the Holder will be
entitled to receive upon surrender of this Warrant to the Company (x) to
the extent there are cash proceeds resulting from the consummation of such
reorganization, reclassification, consolidation, merger, sale or conveyance, in
exchange for such Warrant, cash in an amount equal to the cash proceeds that
would have been payable to the Holder had the Holder exercised such Warrant
immediately prior to the consummation of such reorganization, reclassification,
consolidation, merger, sale or conveyance, less the aggregate Exercise Price
payable upon exercise of this Warrant, and (y) to the extent that the
Holder would be entitled to receive Common stock (or Other Securities) (in
addition to or in lieu of cash in connection with any such reorganization,
reclassification, consolidation, merger, sale or conveyance), the same kind and
amounts of securities or other assets, or both, that are issuable or
distributable to the holders of outstanding Common Stock (or Other Securities)
of the Company with respect to their Common Stock (or Other Securities) upon
such reorganization, reclassification, consolidation, merger, sale 


 


4

















 


or conveyance, as would have been deliverable to the
Holder had the Holder exercised such Warrant immediately prior to the
consummation of such reorganization, reclassification, consolidation, merger,
sale or conveyance less an amount of such securities having a value equal to
the aggregate Exercise Price payable upon exercise of this Warrant.


 


Dissolution.  In the event
of any dissolution of the Company following the transfer of all or
substantially all of its properties or assets, the Company, concurrently with
any distributions made to holders of its Common Stock, shall at its expense
deliver or cause to be delivered to the Holder the stock and other securities
and property (including cash, where applicable) receivable by the Holder
pursuant to Section 3.1, or, if the Holder shall so instruct the Company,
to a bank or trust company specified by the Holder and having its principal
office in New York, NY as trustee for the Holder (the “Trustee”).


 


Continuation of Terms.  Upon any
reorganization, consolidation, merger or transfer (and any dissolution
following any transfer) referred to in this Section 3, this Warrant shall
continue in full force and effect and the terms hereof shall be applicable to
the shares of stock and other securities and property receivable on the
exercise of this Warrant after the consummation of such reorganization,
consolidation or merger or the effective date of dissolution following any such
transfer, as the case may be, and shall be binding upon the issuer of any such
stock or other securities, including, in the case of any such transfer, the
person acquiring all or substantially all of the properties or assets of the
Company, whether or not such person shall have expressly assumed the terms of
this Warrant as provided in Section 4. 
In the event this Warrant does not continue in full force and effect
after the consummation of the transactions described in this Section 3,
then the Company’s securities and property (including cash, where applicable)
receivable by the Holder will be delivered to the Holder or the Trustee as
contemplated by Section 3.2.


 


Extraordinary Events Regarding Common Stock. 
In the event that the Company shall (a) issue additional shares of
the Common Stock as a dividend or other distribution on outstanding Common
Stock or any preferred stock issued by the Company, (b) subdivide its
outstanding shares of Common Stock, (c) combine its outstanding shares of
the Common Stock into a smaller number of shares of the Common Stock, then, in
each such event, the number of shares of Common Stock that the Holder shall
thereafter, on the exercise hereof as provided in Section 1, be entitled
to receive shall be adjusted to a number determined by multiplying the number
of shares of Common Stock that would otherwise (but for the provisions of this Section 4)
be issuable on such exercise by a fraction of which (a) the numerator is
the number of issued and outstanding shares of Common Stock immediately after
such Event, and (b) the denominator is the number of issued and
outstanding shares of Common Stock immediately prior to such Event.


 


Certificate as to Adjustments. 
In each case of any adjustment or readjustment in the shares of Common
Stock (or Other Securities) issuable on the exercise of this Warrant, the
Company at its expense will promptly cause its Chief Financial Officer or other
appropriate designee to compute such adjustment or readjustment in accordance
with the terms of this Warrant and prepare a certificate setting forth such
adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, including a statement of (a) the
consideration received or receivable by the Company for any additional shares
of Common Stock (or Other Securities) issued or sold or deemed to have been
issued or sold, (b) the number of shares of Common Stock (or Other
Securities) outstanding or deemed to be outstanding, and (c) the Exercise
Price and the number of shares of Common Stock to be received upon exercise of
this 


 


5

















 


Warrant, in effect immediately prior to such
adjustment or readjustment and as adjusted or readjusted as provided in this
Warrant.  The Company will forthwith mail
a copy of each such certificate to the Holder and any warrant agent of the
Company (appointed pursuant to Section 11 hereof).


 


Reservation of Stock, Etc., Issuable on Exercise of
Warrant.  The Company will at all times reserve and
keep available, solely for issuance and delivery on the exercise of this
Warrant, shares of Common Stock (or Other Securities) from time to time
issuable on the exercise of this Warrant.


 


Assignment; Exchange of Warrant. 
Subject to compliance with applicable securities laws, this Warrant, and
the rights evidenced hereby, may be transferred by any registered holder hereof
(a “Transferor”) in whole or in part.  On the surrender for exchange of this
Warrant, with the Transferor’s endorsement in the form of Exhibit B
attached hereto (the “Transferor Endorsement
Form”) and together with evidence reasonably satisfactory to the
Company demonstrating compliance with applicable securities laws, which shall
include, without limitation, a legal opinion from the Transferor’s counsel (at
the Company’s expense) that provides that such transfer is exempt from the
registration requirements of applicable securities laws, the Company at its
expense (but with payment by the Transferor of any applicable transfer taxes)
will issue and deliver to or on the order of the Transferor thereof a new
Warrant of like tenor, in the name of the Transferor and/or the transferee(s) specified
in such Transferor Endorsement Form (each a “Transferee”),
calling in the aggregate on the face or faces thereof for the number of shares
of Common Stock called for on the face or faces of this Warrant so surrendered
by the Transferor.


 


Replacement of Warrant.  On receipt of
evidence reasonably satisfactory to the Company of the loss, theft, destruction
or mutilation of this Warrant and, in the case of any such loss, theft or
destruction of this Warrant, on delivery of an indemnity agreement or security
reasonably satisfactory in form and amount to the Company or, in the case of
any such mutilation, on surrender and cancellation of this Warrant, the Company
at its expense will execute and deliver, in lieu thereof, a new Warrant of like
tenor.


 


Intentionally Omitted.


 


Maximum Exercise. 
Notwithstanding anything herein to the contrary, in no event shall the
Holder be entitled to exercise any portion of this Warrant in excess of that
portion of this Warrant upon exercise of which the sum of (1) the number
of shares of Common Stock beneficially owned by the Holder and its Affiliates
(other than shares of Common Stock which may be deemed beneficially owned
through the ownership of the unexercised portion of this Warrant or the
unexercised or unconverted portion of any other security of the Holder subject
to a limitation on conversion analogous to the limitations contained herein)
and (2) the number of shares of Common Stock issuable upon the exercise of
the portion of this Warrant with respect to which the determination of this
proviso is being made, would result in beneficial ownership by the Holder and
its Affiliates of any amount greater than 9.99% of the then outstanding shares
of Common Stock (whether or not, at the time of such exercise, the Holder and
its Affiliates beneficially own more than 9.99% of the then outstanding shares
of Common Stock). As used herein, the term “Affiliate”
means any person or entity that, directly or indirectly through one or more
intermediaries, controls or is controlled by or is under common control with a
person or entity, as such terms are used in and construed under Rule 144
under the Securities Act of 1933, as amended.   For purposes of the second
preceding sentence, beneficial ownership shall be 


 


6

















 


determined in accordance with Section 13(d) of
the Securities Exchange Act of 1934, as amended, and Regulations 13D-G
thereunder, except as otherwise provided in clause (1) of such
sentence.  For any reason at any time,
upon written or oral request of the Holder, the Company shall within one (1) business
day confirm orally and in writing to the Holder the number of shares of Common
Stock outstanding as of any given date.  The limitations set forth herein (x) shall
automatically become null and void following notice to the Company upon the
occurrence and during the continuance of an Event of Default (as defined in the
Note referred to in the Purchase Agreement) and (y) may be waived by the
Holder upon provision of no less than sixty-one (61) days prior written notice
to the Company; provided, however, that, such written notice of waiver shall
only be effective if delivered at a time when no indebtedness (including,
without limitation, principal, interest, fees and charges) of the Company of
which the Holder or any of its Affiliates was, at any time, the owner, directly
or indirectly is outstanding.


 


Warrant Agent.  The Company
may, by written notice to the Holder of this Warrant, appoint an agent for the
purpose of issuing Common Stock (or Other Securities) on the exercise of this
Warrant pursuant to Section 1, exchanging this Warrant pursuant to Section 7,
and replacing this Warrant pursuant to Section 8, or any of the foregoing,
and thereafter any such issuance, exchange or replacement, as the case may be,
shall be made at such office by such agent.


 


Transfer on the Company’s Books. 
Until this Warrant is transferred on the books of the Company, the
Company may treat the registered holder hereof as the absolute owner hereof for
all purposes, notwithstanding any notice to the contrary.


 


Rights of Shareholders.  No Holder
shall be entitled to vote or receive dividends or be deemed the holder of the
shares of Common Stock or any other securities of the Company which may at any
time be issuable upon exercise of this Warrant for any purpose (the “Warrant Shares”), nor shall anything contained herein be
construed to confer upon the Holder, as such, any of the rights of a
shareholder of the Company or any right to vote for the election of directors
or upon any matter submitted to shareholders at any meeting thereof, or to give
or withhold consent to any corporate action (whether upon the recapitalization,
issuance of shares, reclassification of shares, change of nominal value,
consolidation, merger, conveyance or otherwise) or to receive notice of
meetings, or to receive dividends or subscription rights or otherwise, in each
case, until the earlier to occur of (x) the date of actual delivery to
Holder (or its designee) of the Warrant Shares issuable upon the exercise
hereof or (y) the third business day following the date such Warrant
Shares first become deliverable to Holder, as provided herein.


 


Notices, Etc.  All notices
and other communications from the Company to the Holder shall be mailed by
first class registered or certified mail, postage prepaid, at such address as
may have been furnished to the Company in writing by the Holder from time to
time.


 


Miscellaneous.  This Warrant
and any term hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of such
change, waiver, discharge or termination is sought. THIS WARRANT SHALL BE
GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK
WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAWS.  ANY ACTION BROUGHT CONCERNING THE
TRANSACTIONS CONTEMPLATED BY THIS WARRANT SHALL BE BROUGHT ONLY IN THE STATE
COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATED IN THE STATE OF NEW YORK;
PROVIDED, HOWEVER, THAT THE HOLDER MAY CHOOSE TO WAIVE THIS PROVISION AND
BRING AN ACTION OUTSIDE THE STATE OF NEW YORK. 
The individuals executing this 


 


7

















 


Warrant on behalf of the Company agree to submit to
the jurisdiction of such courts and waive trial by jury.  The prevailing party shall be entitled to
recover from the other party its reasonable attorneys’ fees and costs.  In the event that any provision of this
Warrant is invalid or unenforceable under any applicable statute or rule of
law, then such provision shall be deemed inoperative to the extent that it may
conflict therewith and shall be deemed modified to conform with such statute or
rule of law.  Any such provision
which may prove invalid or unenforceable under any law shall not affect the
validity or enforceability of any other provision of this Warrant.  The headings in this Warrant are for purposes
of reference only, and shall not limit or otherwise affect any of the terms
hereof.  The invalidity or
unenforceability of any provision hereof shall in no way affect the validity or
enforceability of any other provision hereof. 
The Company acknowledges that legal counsel participated in the
preparation of this Warrant and, therefore, stipulates that the rule of
construction that ambiguities are to be resolved against the drafting party
shall not be applied in the interpretation of this Warrant to favor any party
against the other party.


 


[BALANCE
OF PAGE INTENTIONALLY LEFT BLANK;

SIGNATURE PAGE FOLLOWS]


 


8

















 


IN
WITNESS WHEREOF, the Company has executed this Warrant as of the date first
written above.


 


 


	
  WITNESS:

  	
   

  	
  MICRO COMPONENT TECHNOLOGY,

  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  	
  Name:
  Roger E. Gower

  
	
   

  	
   

  	
   

  	
  Title:
  Chief Executive Officer

  



 


 


SIGNATURE PAGE TO


COMMON STOCK PURCHASE WARRANT


 

















 


EXHIBIT
A


 


FORM OF
SUBSCRIPTION


 


(To Be Signed Only On
Exercise Of Warrant)


 


To:                              Micro Component Technology, Inc.


2340 West County Road C,


St. Paul, Minnesota 55113-2528


 


Attention:        Chief
Financial Officer


 


The
undersigned, pursuant to the provisions set forth in the attached Warrant (No.        )
(the “Warrant”), hereby irrevocably elects to
purchase (check applicable box):


 


	
   

  	
                  
  shares of the common stock covered by the Warrant; or

  
	
   

  	
   

  
	
   

  	
  the maximum number of shares of common stock covered
  by the Warrant pursuant to the cashless exercise procedure set forth in Section 2
  of the Warrant.

  



 


The
undersigned herewith makes payment of the full Exercise Price for such shares
at the price per share provided for in the Warrant, which is
$                      .  Such payment takes the form of (check
applicable box or boxes):


 


	
   

  	
  $                    in lawful money of the United States; and/or

  
	
   

  	
   

  
	
   

  	
  the cancellation of such portion of the Warrant as
  is exercisable for a total of
                
  shares of Common Stock (using a Fair Market Value of
  $              per share for purposes of this calculation); and/or

  
	
   

  	
   

  
	
   

  	
  the cancellation of such number of shares of Common
  Stock as is necessary, in accordance with the formula set forth in Section 2.2
  of the Warrant, to exercise this Warrant with respect to the maximum number
  of shares of Common Stock purchasable pursuant to the cashless exercise
  procedure set forth in Section 2 of the Warrant.

  



 


The
undersigned requests that the certificates for such shares be issued in the
name of, and delivered to
                                                                         
whose address is                                                                                               .


 


The
undersigned represents and warrants that all offers and sales by the
undersigned of the securities issuable upon exercise of the Warrant shall be
made pursuant to registration of the Common Stock under the Securities Act of
1933, as amended (the “Securities Act”)
or pursuant to an exemption from registration under the Securities Act.


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  (Signature must conform to name of holder as

  specified on the face of the Warrant)

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 

















 


EXHIBIT
B


 


FORM OF
TRANSFEROR ENDORSEMENT


 


(To Be Signed Only On
Transfer Of Warrant)


 


For
value received, the undersigned hereby sells, assigns, and transfers unto the
person(s) named below under the heading “Transferees” the right
represented by the within Warrant to purchase the percentage and number of
shares of Common Stock of Micro Component Technology, Inc. into which the
within Warrant relates specified under the headings “Percentage Transferred”
and “Number Transferred,” respectively, opposite the name(s) of such
person(s) and appoints each such person Attorney to transfer its
respective right on the books of Micro Component Technology, Inc. with
full power of substitution in the premises.


 


	
  Transferees

  	
   

  	
  Address

  	
   

  	
  Percentage

  Transferred

  	
   

  	
  Number

  Transferred

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


 


	
  Dated:

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Signature must conform to name of holder as

  specified on the face of the Warrant)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  SIGNED IN THE PRESENCE OF:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Name)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  ACCEPTED
  AND AGREED:

  [TRANSFEREE]

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Name)